Public concerns over good corporate governance and financial accuracy
and transparency have spawned a host of new regulations and laws in recent
months, as well as recommendations for others.

One of the most highly publicized events was last month's signing of
sworn statements by CEOs and CFOs certifying their company's financial
statements, as mandated by the U.S. Securities & Exchange Commission.
The SEC required sworn statements from the principal executive and financial
officers of all publicly traded companies with revenues of more than
$1.2 billion affirming the accuracy and transparency of financial reports
for 2001 and the first half of 2002. Phil Condit and Mike Sears certified
Boeing's financials on Aug. 12, along with the overwhelming majority of
CEOs and CFOs at the nearly 700 companies who had a mid-August deadline
from the SEC.

The move to certify financial results is just one of a number of changes
advocated by the SEC, whose primary mission is to protect the interest
of investors and maintain the integrity of the U.S. securities markets.
The commission works closely with the stock exchanges and Congress in
setting and enforcing regulations to do just that. Indeed, lawmakers recently
passed the Sarbanes-Oxley Act, signed into law by President George Bush
on July 31, which took some of the SEC's recommendations a step further
and added others.

Sarbanes-Oxley extended the certification requirement to all publicly
traded companies and made it mandatory for each financial filing with
the SEC going forward. Other major elements of the legislation include
strengthening the independence of auditors and corporate boards of directors,
especially their audit committees; tighter rules on executive compensation;
and increased disclosure requirements. Some of the provisions of the act
became effective immediately, while others have yet to be defined fully
and will come into effect later. Congress left much of the refinement
and implementation to the SEC.

The independence of corporate boards of directors is also a focus of
a series of recommendations made by the New York Stock Exchange to help
restore investor confidence. The NYSE filed these proposed changes to
its listing standards with the SEC on Aug. 16. Boeing shares have been
listed on the exchange since 1934.

Based on an evaluation conducted by Goldman Sachs, Boeing today ranks
at or near the top of all companies in corporate governance. Here's how
the company's guidelines match up with some of the key changes:

Independent Directors

The NYSE recommendations call for companies to have a majority of independent
directors, compared with the current requirement for three of its audit
committee members to be independent. (Sarbanes-Oxley requires all members
of the Audit committee be independent.) A new, tighter definition of "independent"
from the NYSE would require the board to affirm a director has no material
relationship with the listed company. In addition, there is a five-year
"cooling-off" period for former employees of the company and its independent,
external auditor, as well as immediate family members of both.

Boeing: The company's existing governance
principles call for a "substantial majority of independent, nonmanagement
directors." Indeed, nine of the eleven members of Boeing's board of directors
are considered "independent" under the NYSE's proposed tighter definition.
Boeing's board of directors also has regular executive meetings without
management present, another NYSE recommendation.

Board Committees

The NYSE wants company boards to include Nominating, Compensation and
Audit committees, as well as calling for these committees to be composed
solely of independent directors. Current rules only require this for Audit
committees. They also should have written charters.

Boeing: Boeing's board of directors
already has Audit, Compensation, Finance, and Governance and Nominating
committees. Only nonemployee directors may serve on these committees.
Audit committee members must also be "independent," pursuant to current
NYSE rules. All key committees have written charters that address their
purpose, goals and responsibilities.

Audit committee authority

Both Sarbanes-Oxley and the NYSE recommendations include provisions to
increase the authority and responsibilities of the Audit committee. These
include giving the Audit committee the sole authority to hire and fire
a company's independent auditor and to approve any significant nonaudit
relationship with the independent auditor. It also must have the ability
to engage independent counsel and other expert advisors. Additionally,
Sarbanes-Oxley requires the SEC to propose rules for certifying that one
member of the Audit committee is a "financial expert."

Boeing: The audit committee is responsible
for evaluating and selecting outside auditors, subject to ratification
by the full board. The committee also reviews the external auditor's annual
audit plan and report. The board of directors, or any of its committees,
may seek legal or other expert advice from an independent source outside
of the company.

Code of Ethics

Sarbanes-Oxley will require companies to disclose in periodic reports
whether they have a code of ethics for senior financial officers.

Boeing: The company has an extensive
code of ethics for all employees.